The trickiest part of any acquisition is figuring out what you're buying, and whether the price is fair. Even after you've decided to move ahead, questions remain about what to include in the final agreement. How much of the purchase price is for "goodwill"? Should you be pushing for a noncompete clause? Which party can best take advantage of the recapture of depreciation and tax credits?
Few inexperienced buyers are able to come up with the right answers, or even the right questions, on their own. Nor can they expect much help from most business brokers, who traditionally work for the sellers. But now the mergers-and-acquisitions boom has given rise to a new type of business broker, one who works for the small-company buyer.
One such outfit is BBCC of NJ Inc., a subsidiary of Business Buyers Consulting Corp., in Parsippany, N.J. The firm pins its entire business on the "buy side" of acquisitions. Individual clients pay a retainer of $15,000 (which is credited to purchase-related fees) in exchange for help in everything from finding a business, to arranging the financing, to closing on the deal. For corporate clients, the retainer is $20,000.
Another "buyer's broker" is MBA Associates, in Brookline, Mass., which charges fees ranging from 8% to 10% of the final purchase price. In return, the buyer gets advice on various aspects of the deal, including the often complex tax implications. "A buyer should be aware, for example, that a noncompete clause can be amortized, but goodwill payments can't," notes MBA's founder, Jay Chung, a former auditor for Coopers & Lybrand.
Of course, there are some traditional business brokers who will provide buyers, as well as sellers, with sound advice. Chung argues, however, that it doesn't make sense to take chances. "Ultimately, the money comes right out of the purchaser's pocket [in the form of higher prices]," he notes. "So I tell people that if they're paying anyway, they might as well get service."